8-K 1 a8-kregardinggsulzberger.htm 8-K Document




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________
FORM 8-K
_______________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 1, 2018
_______________________________________
Mastercard Incorporated   
(Exact name of registrant as specified in its charter)
_______________________________________
Delaware   
(State or other jurisdiction
of incorporation)
001-32877
(Commission
File Number)
13-4172551   
(IRS Employer
Identification No.)
   
2000 Purchase Street
Purchase, New York   
(Address of principal executive offices)
10577   
(Zip Code)
(914) 249-2000
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o

 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o

 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o

 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o

 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨


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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 1, 2018, the Board of Directors of Mastercard Incorporated (the “Company”) elected Gabrielle Sulzberger to the Board of Directors. Ms. Sulzberger is General Partner of Rustic Canyon/Fontis Partners, a private equity fund based in Pasadena, California. Ms. Sulzberger also has been appointed to the Board’s Nominating and Corporate Governance Committee.

A copy of the press release announcing Ms. Sulzberger’s election is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Ms. Sulzberger will receive benefits consistent with those received by non-employee directors, including director compensation, as described in our most recent Annual Report on Form 10-K and proxy statement.

Item 9.01    Financial Statements and Exhibits

(d) Exhibits.



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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
 
MASTERCARD INCORPORATED
 
 
 
 
Date:
December 3, 2018
By:
 
/s/ Janet McGinness
 
 
 
 
Janet McGinness
 
 
 
 
Corporate Secretary




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